Cautionary Note Regarding Forward-Looking Information and Factors That May
Affect Future Results
This Quarterly Report on Form 10-Q contains forward-looking statements regarding
our business, financial condition, results of operations and prospects. The
Securities and Exchange Commission (the "SEC") encourages companies to disclose
forward-looking information so that investors can better understand a company's
future prospects and make informed investment decisions. This Quarterly Report
on Form 10-Q and other written and oral statements that we make from time to
time contain such forward-looking statements that set out anticipated results
based on management's plans and assumptions regarding future events or
performance. We have tried, wherever possible, to identify such statements by
using words such as "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe," "will" and similar expressions in connection with any
discussion of future operating or financial performance. In particular, these
include statements relating to future actions, future performance or results of
current and anticipated sales efforts, expenses, the outcome of contingencies,
such as legal proceedings, and financial results.
We caution that these factors could cause our actual results of operations and
financial condition to differ materially from those expressed in any
forward-looking statements we make and that investors should not place undue
reliance on any such forward-looking statements. Further, any forward-looking
statement speaks only as of the date on which such statement is made, and we
undertake no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statement is made or to
reflect the occurrence of anticipated or unanticipated events or circumstances.
New factors emerge from time to time, and it is not possible for us to predict
all of such factors. Further, we cannot assess the impact of each such factor on
our results of operations or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.
The following discussion should be read in conjunction with our unaudited
financial statements and the related notes that appear elsewhere in this
Quarterly Report on Form 10-Q.
Company Overview
VISIBER57 CORP. (the "Company"), formerly eBizware, Inc., a Delaware
corporation, was formed on December 31, 2013. The Company was headquartered at
Unit B19, 9/F, Efficiency House, 35 Tai Yau Street, San Po Kong, Kowloon, Hong
Kong. The Company was engaged in the electronic management and appointment of
licensed producers in the insurance industry of the United States. On August 5,
2021, the Company relocated its headquarter to No. 104-2F, Section 1, Yanping
North Road,Datong District, Taipei City 10341, Taiwan.
On August 12, 2016, in connection with the sale of a controlling interest in the
Company, Mark W. DeFoor, the Company's former Chief Executive Officer and
Director, entered into and closed on that certain Share Purchase Agreement with
57 Society, whereby 57 Society purchased from Mr. DeFoor a total of 5,000,000
shares of the Company's common stock for an aggregate price of $321,000. The
shares acquired represented approximately 94.70% of the issued and outstanding
shares of common stock of the Company. Following the closing of the Agreement,
Mark W. DeFoor resigned from all positions held of the Company and Choong Jeng
Hew was appointed as the Chief Executive Officer and President of the Company.
The Company then ceased its activities in the electronic management and
appointment of licensed producers in the insurance industry and abandoned that
business model.
On March 23, 2017, the Company filed a Certificate of Amendment to its
Certificate of Incorporation with the Delaware Secretary of State to change its
name from eBizware, Inc. to VISIBER57 CORP. and its trading symbol to "VCOR"
with an effective date of April 11, 2017. The Company is currently seeking new
business opportunities or acquisitions including the exploration of acquiring,
developing and launching a cloud-based application (APP) that utilizes a
predictive algorithm to foster closely knitted communities made up of
individuals, families and businesses from a diverse background.
On September 18, 2019, the Company filed a Certificate of Amendment to its
Certificate of Incorporation with the Delaware Secretary of State to implement a
2.5-for-1 forward stock split (the "Forward Stock Split") of the Company's
issued and outstanding common stock, which became effective on November 8, 2019.
Each one (1) share owned by a stockholder was exchanged for two-and-one-half
(2.5) shares of common stock, and the number of shares of the Company's common
stock issued and outstanding was increased proportionately based on the Forward
Stock Split. The number of authorized shares was not adjusted. All issued and
outstanding shares and per share amounts in the accompanying historical
financial statements have been retroactively adjusted to reflect the Forward
Stock Split. On February 20, 2020, 57 Society International Ltd. transferred
5,587,000 shares of the Company's common stock to individual shareholders. The
ownership of 57 Society International Ltd. decreased from 94.70% to 52.37%.
On June 7, 2021, the Company's Board of Directors has authorized the Company to
create a new series of one share of preferred stock designated the Series A
Preferred Stock at par value of $0.0001 per share. The voting power of each
share of Series A Preferred Stock is equal to 110% of the issued and outstanding
shares of common stock of the Company. Each share of Series A Preferred Stock
shall be convertible into one fully paid and non-assessable share of common
stock at the option of the holder. An option to purchase 6,200,000 shares of
common stock of the Company in consideration for 1 share of Series A Preferred
Stock is granted.
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On June 8, 2021, 57 Society International Ltd. had completed the transfer of
6,200,000 shares of common stock to the Company. The ownership of 57 Society
International Ltd. decreased from 52.37% to 10.19%. On July 8, 2021, the Company
and 57 Society International Ltd. entered into a stock purchase agreement.
Pursuant to the agreement, the Company issued one share of Series A Preferred
Stock to 57 Society International Ltd. in consideration of the return of
6,200,000 shares of common stock.
No timetable has been set to accomplish our business objectives and we do not
presently have any firm commitment from any third parties to acquire or develop
this business or raise the capital needed upon terms acceptable to us. When we
commence this implementation and secure financing, we will identify our plan of
operations, a marketing strategy, opportunities and competition.
Results of Operations
The following comparative analysis on results of operations was based primarily
on the comparative unaudited financial statements, footnotes and related
information for the periods identified below and should be read in conjunction
with the financial statements and the notes to those statements that are
included elsewhere in this report.
Three Months Ended November 30, 2021 and 2020
Revenue
The Company did not generate revenues during the three months ended November 30,
2021 and 2020.
Total Operating Expenses
For the three months ended November 30, 2021, the Company incurred operating
expenses, in the amount of $8,902 compared to $12,502 for the three months ended
November 30, 2020, a decrease of $3,600 or 28.8%. The decrease was attributable
to a decrease in professional fees of $3,500 or 44.87%, primarily due to
reduction in accounting fees.
Net Loss
The Company incurred a net loss for the three months ended November 30, 2021, in
the amount of $8,902 compared to $12,502 for the three months ended November 30,
2020, a decrease of $3,600 or 28.8%. This decrease is a result of the decrease
in total operating expenses discussed above.
Liquidity and Capital Resources
Liquidity is the ability of an enterprise to generate adequate amounts of cash
to meet its needs for cash requirements. As of November 30, 2021, the Company's
working capital deficit amounted to $314,275, an increase of $8,902 or 2.92% of
working capital deficit as compared to working capital deficit of $305,373 as of
August 31, 2021. This decrease in working capital deficit was primarily a result
of an increase in the current liability accounts resulting from an increase in
due to related party of $6,526 or 2.15% and accounts payable of $2,129 or
72.37%.
During the three months ended November 30, 2021 and 2020, 57 Society, a Company
under the common control of Choong Jeng Hew, the Company's Chief Executive
Officer, paid $6,526 and $6,839, of operating expenses, respectively, and made
$0 and $13,000 prepayment, respectively, on behalf of the Company. As of
November 30, 2021 and August 31, 2021, the Company had an outstanding payable to
57 Society in the amount of $310,204 and $303,678, respectively. The payable is
unsecured, does not bear interest and is due on demand.
For the three months ended November 30, 2021 and 2020, net cash used in
operating activities amounted to $0 for both periods.
We do not have sufficient resources to effectuate our business plan. We will
have to raise additional funds to pay for all of our planned expenses. We
potentially will have to issue additional debt or equity, or enter into a
strategic arrangement with a third party to carry out our business plan. There
can be no assurance that additional capital will be available to us. We
currently have no agreements, arrangements or understandings with any person to
obtain funds through bank loans, lines of credit or any other sources. Since we
have no other such arrangements or plans currently in effect, our inability to
raise funds for the above purposes will have a severe negative impact on our
ability to remain a viable company. We are dependent upon our controlling
shareholders to provide or loan us funds to meet our working capital needs.
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Going Concern
These unaudited financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the
normal course of business. As reflected in the accompanying unaudited financial
statements, the Company had a net loss of $8,902 and $12,502 for the three
months ended November 30, 2021 and 2020, respectively. The working capital
deficit was $314,275 as of November 30, 2021. The net cash generated from
operating activities was $0 for both three months ended November 30, 2021 and
2020. These factors raise substantial doubt about the Company's ability to
continue as a going concern for twelve months from the issuance of this report.
Management cannot provide assurance that the Company will ultimately achieve
profitable operations or become cash flow positive, or raise additional debt
and/or equity capital. The Company is seeking to raise capital through
additional debt and/or equity financings to fund its operations in the future.
Although the Company has historically raised capital from sales of equity, from
related party working capital advances, and from the issuance of promissory
notes, there is no assurance that it will be able to continue to do so. If the
Company is unable to raise additional capital or secure additional lending in
the near future, management expects that the Company will need to curtail its
operations. These unaudited financial statements do not include any adjustments
related to the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
Off-Balance Sheet Arrangements
Under SEC regulations, we are required to disclose our off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, such as changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors. As of November 30, 2021, we
had no off-balance sheet arrangements.
Critical Accounting Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
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